Purchase Agreement between NYFIX, Inc. and Sellers for 18% Membership Interest in Renaissance Trading Technologies, LLC

 Exhibit 10.13 PURCHASE AGREEMENT Purchase Agreement, dated as of October 2, 2002, by and between NYFIX, Inc., a New York corporation (the "Buyer"), and the other signatories hereto (the "Sellers"). WHEREAS, the Sellers currently own 100% of the outstanding units of membership interests ("Units") of Renaissance Trading Technologies, LLC (the "Company"); and WHEREAS, the Sellers desire to sell, and the Buyer wishes to purchase, such number of Units as equals 18% of the outstanding Units, upon the terms and subject to the conditions hereafter set forth. NOW, THEREFORE, in order to implement the foregoing and in consideration of the mutual agreements contained herein, the parties hereto, intending to be legally bound, hereby agree as follows: SECTION 1. SALE OF SHARES. -------------- 1.1. AGREEMENT TO PURCHASE AND SELL. The Buyer hereby agrees to purchase an aggregate of 18% of the Units (the "Purchased Units") from the Sellers, and the Sellers hereby agree to sell 18% of each of their number of Units to the Buyer, for an aggregate of 300,000 shares (the "Shares") of the Buyer's common stock. The Sellers shall contribute an aggregate of 150,000 of the Shares to the Company (the "Employees Shares"), which Shares shall be distributed by the Company to its employees who become members of the Company after the date hereof. Each Seller shall receive 50,000 Shares (which shall not come from the Employees Shares). SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE SELLER. -------------------------------------------- Each of the Sellers, jointly and severally, hereby represent and warrant to the Buyer that: 2.1. ORGANIZATION; GOOD STANDING. The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business or properties. 2.2 VALIDITY. This Agreement has been duly and validly executed and delivered by such Seller and constitutes a legal, valid and binding agreement of such Seller, enforceable against such Seller in accordance with its terms, except as such enforceability may be affected by applicable bankruptcy, insolvency or similar laws relating to or affecting creditors' rights generally or by equitable principles.  2.3. NO CONSENTS; NO CONTRAVENTION. The execution, delivery and performance by such Seller of this Agreement does not require any authorization, consent, approval or action by or in respect of, or filing with, any governmental body, agency, official or other person and does not contravene, or constitute a default under, any provision of applicable law or regulation or of any agreement, judgment, order, decree or other instrument to which such Seller is a party or by which such Seller is bound. 2.4. CAPITALIZATION. The outstanding capital of the Company currently consists of 10,000,000 Units, all of which are owned, in the aggregate, by the Sellers. There are no outstanding options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any membership interests or other securities of the Company. The Company is not a party or subject to any agreement or understanding of any kind, and there is no agreement or understanding of any kind between any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (a "Person"), which affects or relates to the acquisition, disposition or voting or giving of written consents with respect to any security of the Company. The Company has no subsidiaries and does not currently own or control, directly or indirectly, any interest in any other Person. 2.5. GOOD AND TRANSFERABLE TITLE. Such Seller has good and transferable title to his Units, and such Units will be transferred free and clear of any lien, pledge, mortgage, charge, security interest or encumbrance of any kind, except for encumbrances imposed by federal and state securities laws. 2.6. NO LITIGATION. (i) There is no action, suit, proceeding, or investigation pending or to the Sellers' knowledge currently threatened against the Company (nor, to their knowledge, is there any reasonable basis therefor); (ii) the Company is not a party or subject to the provisions of any order, writ, injunction, judgment, or decree of any court or government agency or instrumentality; and (iii) there is no action, suit, proceeding or investigation involving the Company or the Sellers which such parties intend to initiate. 2.7. DISCLOSURE. No representation, warranty or statement by the Seller or the Company made in this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein, in light of the circumstances under which they were made, not misleading. SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE BUYER. ------------------------------------------- The Buyer hereby represents and warrants to the Seller that: 3.1. VALIDITY. This Agreement has been duly and validly executed and delivered by the Buyer and constitutes a legal, valid and binding agreement of the Buyer, enforceable against the Buyer in accordance with its terms, except as such enforceability may be affected by applicable bankruptcy, insolvency or similar laws relating to or affecting creditors' rights generally or by  equitable principles. 3.2. NO CONSENTS; NO CONTRAVENTION. The execution, delivery and performance by the Buyer of this Agreement does not require any authorization, consent, approval or action by or in respect of, or filing with, any governmental body, agency, official or other Person and does not contravene, or constitute a default under, any provision of applicable law or regulation or of any agreement, judgment, order, decree or other instrument to which the Buyer is a party or by which the Buyer is bound. 3.3. RESTRICTED SECURITIES. The Buyer understands that the Units are characterized as "restricted securities" as defined under Rule 144 of the Rules and Regulations promulgated under the Securities Act of 1933, as amended (the "Securities Act"), and understands the resale limitations imposed by such rule. 3.4. LEGEND. It is understood that the certificate representing the Units will bear the following or similar legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT UNDER THE ACT IN EFFECT WITH RESPECT TO THESE SECURITIES OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED." SECTION 4. REGISTRATION RIGHTS. ------------------- 4.1. REGISTRATION OF THE SHARES; LOCK-UP. (a) The Shares received by the Sellers as consideration for the Units shall not initially be registered under the Securities Act of 1933, as amended (the "Securities Act"), and shall bear a legend to such effect in the form determined by the Buyer. The Buyer hereby agrees to file a registration statement pursuant to the Securities Act, covering the resale of all of the Shares (the "Registration Statement") by the Sellers and the employees of the Company receiving Shares upon the distribution contemplated by Section 1.1 hereof (each a "Selling Stockholder" and collectively, the "Selling Stockholders"), as soon as practicable but in no event later than 60 days from the date of this Agreement (the "Filing Date"). The Buyer will use its reasonable best efforts to cause such Registration Statement to be declared effective by the Securities Exchange Commission (the "SEC") as soon as practicable after such filing. The Buyer also agrees to use its reasonable best efforts to keep the Registration Statement effective (including the preparation and filing of any amendments and supplements necessary for that purpose) during the period from the date that the Registration Statement is declared effective by the SEC until the earlier of (i) the date on which the Selling Stockholders shall have sold all of the Shares and (ii) the date on which all of the Shares are eligible to be sold or transferred, without holding period or volume limitations, pursuant to Rule 144 promulgated under the Securities Act (the "Effective Period"). The Buyer agrees to provide to each Selling Stockholder the number of copies of the final prospectus and any amendments or supplements thereto as are  reasonably requested by such Selling Stockholder. The Buyer shall promptly notify the Selling Stockholders of any threatened stop order by the SEC or if the Registration Statement ceases to be effective for any reason at any time during the Effective Period, and NYFIX shall use its reasonable best efforts and take all reasonable actions required to prevent the entry of such stop order or to obtain the prompt withdrawal of any order suspending the effectiveness thereof. (b) Notwithstanding the effectiveness of the Registration Statement, each of the Sellers hereby agrees that he shall not, directly or indirectly, sell, offer to sell, contract to sell, transfer, pledge, hypothecate or otherwise transfer or dispose of any of the Shares, except pursuant to the following schedule: Dates % of Shares Permitted to be Sold Dates % of Shares Permitted to be Sold ----- -------------------------------- Prior to the one-year anniversary of the date hereof up to 40% After the first year and prior to the two-year anniversary up to an aggregate of 60% After the second year and prior to the three-year anniversary up to an aggregate of 80% After the third year up to an aggregate of 100% 4.2. RESTRICTIONS OF REGISTRATION. Notwithstanding anything to the contrary contained in Section 4.1 above, if the Board of Directors of the Buyer determines reasonably and in good faith that (i) such filing would jeopardize or delay any plan by the Buyer to engage in any acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other significant transaction, (ii) such filing would require the disclosure of material information that the Buyer has a bona fide business purpose for preserving as confidential or (iii) at such time the Buyer is unable to comply, despite its best efforts to so comply, with the filing requirements applicable to the requested registration, then the Buyer may postpone the filing or the effectiveness of such registration statement until the earlier of the date that is 60 days from the Filing Date or (x) the date upon which the contemplated transaction is completed or abandoned, (y) the date the material information is otherwise disclosed to the public or ceases to be material or (z) the date the Buyer is able to comply with the applicable filing requirements. 4.3. BUYER INDEMNIFICATION. The Buyer agrees to indemnify, to the fullest extent permitted by law, each Seller against all losses, claims, damages, liabilities and expenses (including, but not limited to, reasonable attorneys' fees) to which such indemnified party may become subject insofar as they are caused by, arise out of, or are based upon any untrue or alleged untrue statement of a material fact contained in any registration statement, any prospectus or preliminary prospectus or any amendment thereof or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading, except insofar as the same are (i) caused by or contained in any written information furnished to the Buyer by a Seller expressly for use therein, (ii) caused by such Seller's failure to deliver a copy of the registration statement or prospectus or any amendment or supplement thereto as required by the Securities Act or (iii) caused by the use of a prospectus or preliminary prospectus or any amendment or supplement thereto after receipt of notice from the Buyer that it should no longer be used.  4.4. SELLERS INFORMATION; SELLERS INDEMNIFICATION. Each Seller shall furnish to the Buyer in writing such information and affidavits as the Buyer reasonably requests for use in connection with any such registration statement or prospectus and, to the fullest extent permitted by law, will indemnify the Buyer, its directors, officers and employees, each underwriter (if any) and each Person who controls the Buyer or such underwriter (within the meaning of the Securities Act or the Securities Exchange Act of 1934) against any losses, claims, damages, liabilities and expenses (including, but not limited to, attorneys' fees) to which such indemnified party may become subject insofar as they are caused by, arise out of, or are based upon any untrue or alleged untrue statement of a material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading, but only to the extent that such untrue statement or omission is contained in any written information or affidavit so furnished in writing by such Seller expressly for use therein or the failure by such Seller to deliver a copy of the registration statement or prospectus or amendment or supplement thereto as required by the Securities Act. The liability of any Seller under this Section 4.4 shall not in any event exceed the net proceeds received by such Seller from the sale of Shares covered by the Registration Statement. 4.5. INDEMNIFICATION PROCEDURE. Any Person entitled to indemnification under Sections 4.3 or 4.4 above, will (i) use reasonable efforts to give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided, however, that the failure of any Person entitled to indemnification hereunder to give such notice to the indemnifying party shall not constitute a waiver of, or a defense of the indemnifying party to, such Person's right to indemnification hereunder unless such failure has a material adverse effect upon the indemnifying party's ability to defend said action. If such defense is assumed, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (which consent will not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party will pay the fees and expenses of up to one additional counsel. SECTION 5. MISCELLANEOUS. ------------- 5.1. ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 5.2. SURVIVAL. All representations, warranties and agreements made in this Agreement shall survive the execution hereof.  5.3. ENTIRE AGREEMENT. This Agreement supersedes any and all prior contracts, understandings, discussions and agreements between the parties hereto, and constitutes the complete understanding between the parties, with respect to the subject matter hereof. No statement, representation, warranty or covenant has been made by any party with respect thereto except as expressly set forth herein. 5.4. MODIFICATION; WAIVER. This Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all the undersigned, or in the case of a waiver, by the party against whom the waiver is to be effective. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and shall not be exclusive to any rights or remedies by law or at equity. 5.5. APPLICABLE LAW. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, regardless of the law that might be applied under principles of conflicts of law. 5.6. SEVERABILITY. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as to be enforceable. 5.7. EXPENSES OF THE TRANSACTION. Each party to this Agreement shall pay all costs and expenses incurred by it in connection with this Agreement and the transactions contemplated hereby. 5.8. FURTHER ASSURANCES. From time to time, at the request of any party hereto or as required under applicable law and without further consideration, each party hereto will execute and deliver to such requesting party or other person or persons, as appropriate, such documents and take such other action (but without incurring any financial obligation except as otherwise required by this Agreement) as such requesting party may reasonably request in order to consummate more effectively and in accordance with applicable law the transactions contemplated hereby. 5.9. NOTICES. All notices and other communications provided for herein shall be in writing and shall be deemed to have been duly given and made if served either by personal delivery to the party for whom intended (which shall include delivery by a reputable overnight courier) or three business days after being deposited, postage prepaid, certified or registered mail, return receipt requested, in the United States mail bearing the following address shown for, or such other address as may be designated in writing hereafter by, such party:  If to the Sellers: at the addresses set forth opposite their respective names on the signature pages hereto. with a copy to: Hogan & Hartson LLP 555 13th Street, NW Washington, DC 20004 Attention: John Beckman, Esq. If to the Buyer: NYFIX, Inc. Stamford Harbor Park 333 Ludlow Street Stamford , Connecticut 06902 Attention: Peter K. Hansen with a copy to: Olshan Grundman Frome Rosenzweig & Wolosky LLP 505 Park Avenue, 16th Floor New York, New York 10022 Attention: Benjamin S. Reichel, Esq. 5.10. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. A facsimile copy of a signature page shall be deemed an original signature for purposes of this Agreement. [SIGNATURE PAGE FOLLOWS]  IN WITNESS WHEREOF, the parties hereto have each executed this Agreement as of the date first written above. BUYER: NYFIX, INC. By: /s/ Peter K. Hansen ----------------------------- Name: Peter K. Hansen Title: President SELLERS: /s/ Edward Brandman Address: 6 Wolf Hill Terrace - ----------------------------- ------------------------------ Edward Brandman Martinsville, NJ 08836 ------------------------------ ------------------------------ ------------------------------ /s/ Daniel Ryan Address: 37 River Avenue - ----------------------------- ------------------------------ Daniel Ryan Cornwall on Hudson, NY 12520 ------------------------------ ------------------------------ /s/ Ken DeGiglio Address: 5 Forest Gardens Dr. - ----------------------------- ------------------------------ Ken DeGiglio Matawan, NJ 07747 ------------------------------ ------------------------------